<PAGE>
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

                                       [X]
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended February 28, 1997
                                       OR
                                       [ ]
                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 for the transition period from           to
                         Commission file number 0-19603

                            CENTENNIAL CELLULAR CORP.
             (Exact name of registrant as specified in its charter)

              Delaware                                          06-1242753
   (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                           Identification No.)

                                50 Locust Avenue
                              New Canaan, CT 06840
          (Address of principal executive offices, including zip code)
                                 (203) 972-2000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                       YES [X]                      NO [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

Class A Common -  16,492,884  outstanding shares as of April 5, 1997
Class B Common -  10,544,113  outstanding shares as of April 7, 1997





<PAGE>
<PAGE>

                         PART 1 - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                                      February 28,   May 31,
                                                                         1997          1996
                                                                      ------------   -------
<S>                                                                   <C>           <C>
ASSETS

CURRENT ASSETS:
      Cash and cash equivalents                                        $  15,954    $  67,297
      Accounts receivable, less allowance for doubtful
          accounts of $1,583 and $1,471, respectively                     24,002       20,210
      Prepaid expenses and other current assets                            6,417        2,158
                                                                       ---------    ---------
        TOTAL CURRENT ASSETS                                              46,373       89,665

PROPERTY, PLANT AND EQUIPMENT - net                                      151,697       91,417

EQUITY INVESTMENTS IN CELLULAR SYSTEMS - net                              95,289      100,204

DEBT ISSUANCE COSTS, less accumulated amortization of
       $3,088 and $2,081, respectively                                     7,334        7,738

CELLULAR TELEPHONE LICENSES, less accumulated
      amortization of $201,151 and $164,786, respectively                296,969      300,206

PERSONAL COMMUNICATIONS SERVICES LICENSE, less accumulated                62,413       60,007
      amortization $346 and $0, respectively

GOODWILL, less accumulated amortization of $22,285   
      and $19,343, respectively                                          130,965      133,907

OTHER ASSETS - net                                                         2,232        2,668
                                                                       ---------    ---------
        TOTAL                                                          $ 793,272    $ 785,812
                                                                       =========    =========
</TABLE>

                 See notes to consolidated financial statements

                                       1


<PAGE>
 

<PAGE>

                           CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

                                   CONSOLIDATED BALANCE SHEETS
                                           (CONTINUED)
                           (Amounts in thousands, except share data)
 
<TABLE>
<CAPTION>
                                                                      February 28,        May 31,
                                                                          1997              1996
                                                                      -----------       -----------
<S>                                                                 <C>               <C>
LIABILITIES AND STOCKHOLDERS' EQUITY 

CURRENT LIABILITIES:
    Accounts payable                                                  $      7,102      $      4,325
    Accrued interest payable                                                10,635             2,299
    Other accrued expenses                                                  28,444            14,547
    Payable to affiliate                                                       924               956
    Customers' deposits and prepayments                                      7,016             4,961
                                                                      ------------      ------------
        TOTAL CURRENT LIABILITIES                                           54,121            27,088
     
LONG-TERM DEBT                                                             369,000           350,000
DEFERRED LIABILITY                                                           2,200             2,200
DEFERRED INCOME TAXES                                                       47,824            56,588

PREFERRED STOCK:

Convertible redeemable preferred stock 
    (at aggregate liquidation value which approximates
    the fair market value), par value $.01 per share, 
    102,187 shares authorized; issued and outstanding
    102,187 shares (redemption value of $1,823.00 per share)               186,287           182,813

Second series convertible redeemable preferred stock
    (at aggregate liquidation value which approximates the
    fair market value), par value $.01 per share, 3,978 shares               7,252             7,117
    authorized; issued and outstanding 3,978 shares 
    (redemption value of $1,823.00 per share)
     
Senior preferred stock, par value $.01 per share, dividend
    rate 14%, 250,000 shares authorized, none issued                             -                 -

Additional preferred stock, par value $.01 per share, authorized
    10,000,000 shares, 3,978 shares issued as second series
    convertible redeemable preferred stock                                       -                 -

COMMON STOCKHOLDERS' EQUITY:
    Common stock par value $.01 per share:
        Class A, 1 vote per share, 100,000,000 shares authorized,              165               165
           issued and outstanding 16,492,884 and 16,461,858 shares,
           respectively
        Class B, 15 votes per share, 50,000,000 shares authorized,
           issued and outstanding  10,544,113 shares                           105               105
        Additional paid-in capital                                         371,829           383,533
        Accumulated deficit                                               (240,710)         (218,996)
                                                                      ------------      ------------
                                                                           131,389           164,807
        Less:  Cost of  83,940 Class A common shares in treasury            (1,801)           (1,801)
                 Shareholder note receivable                                (3,000)           (3,000)
                                                                      ------------      ------------
        TOTAL COMMON STOCKHOLDERS' EQUITY                                  126,588           160,006
                                                                      ------------      ------------
                 TOTAL                                                $    793,272      $    785,812
                                                                      ============      ============
</TABLE>



                 See notes to consolidated financial statements


                                        2



<PAGE>
<PAGE>



                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                   (Amounts in thousands, except share data)
 

<TABLE>
<CAPTION>
                                                             Three Months Ended            Nine Months Ended
                                                       ------------------------------  -------------------------
                                                       February 28,      February 29,  February 28, February 29,
                                                            1997             1996          1997         1996
                                                       ------------      ------------  ------------ ------------
<S>                                                     <C>               <C>           <C>             <C>
REVENUE:
    Service revenue                                   $      38,286     $     26,489  $    103,391 $      77,323
    Equipment sales                                             676              623         2,075         1,923
    Interest income                                             212              826         1,432         3,327
                                                       ------------      -----------   -----------  ------------
                                                             39,174           27,938       106,898        82,573
                                                       ------------      -----------   -----------  ------------
COSTS AND EXPENSES:
    Cost of services                                          5,913            4,074        15,606        11,312
    Cost of equipment sold                                    4,734            3,161        11,403         8,460
    Selling, general and administrative                      15,398            9,241        37,080        25,324
    Depreciation and amortization                            21,175           18,033        58,966        53,574
                                                       ------------      -----------   -----------  ------------
                                                             47,220           34,509       123,055        98,670
                                                       ------------      -----------   -----------  ------------
OPERATING LOSS                                               (8,046)          (6,571)      (16,157)      (16,097)
                                                       ------------      -----------   -----------  ------------
INCOME FROM EQUITY INVESTMENTS                                2,789            2,190        10,873         7,656
GAIN ON SALE OF ASSETS                                        2,058               15         2,106         4,218
INTEREST EXPENSE                                              8,839            8,242        23,598        24,793
                                                       ------------      -----------   -----------  ------------
LOSS BEFORE INCOME TAX BENEFIT
    AND MINORITY INTEREST                                   (12,038)         (12,608)      (26,776)      (29,016)

INCOME TAX BENEFIT                                           (2,758)          (3,721)       (5,532)       (9,273)
                                                       ------------      -----------   -----------  ------------
    LOSS BEFORE MINORITY INTEREST                            (9,280)          (8,887)      (21,244)      (19,743)

MINORITY INTEREST IN (INCOME) LOSS OF SUBSIDIARIES             (206)              80          (470)          169
                                                       ------------      -----------   -----------  ------------
        NET LOSS                                      $      (9,486)    $     (8,807) $    (21,714)$     (19,574)
                                                       ============      ===========   ===========  ============
DIVIDEND REQUIREMENT ON PREFERRED STOCK               $       4,113     $      3,397  $     11,836 $      10,085
                                                       ============      ===========   ===========  ============
LOSS APPLICABLE TO COMMON SHARES                      $     (13,599)    $    (12,204) $    (33,550)$     (29,659)
                                                       ============      ===========   ===========  ============
LOSS PER COMMON SHARE                                 $       (.50)     $      (.45)  $     (1.25) $      (1.11)
                                                       ============      ===========   ===========  ============
WEIGHTED AVERAGE NUMBER OF COMMON 
    SHARES AND COMMON SHARE EQUIVALENTS
    OUTSTANDING DURING THE PERIOD                        26,936,000       26,839,000    26,935,000    26,794,000
                                                       ============      ===========   ===========  ============
</TABLE>




                 See notes to consolidated financial statements

                                        3



<PAGE>
<PAGE>

                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY
                    (Amounts in thousands, except share data)

<TABLE>
<CAPTION>
                                                   Common Stock               
                                --------------------------------------------
                                        Class A                Class B        Additional            Shareholder
                                --------------------     -------------------   Paid-In   Treasury      Note     (Accumulated
                                  Shares     Dollars     Shares      Dollars   Capital    Stock     Receivable    Deficit)    Total
                                  ------     -------     ------      -------   -------    -----     ----------    -------     -----
<S>                            <C>           <C>      <C>            <C>      <C>       <C>         <C>        <C>          <C>
Balance at June 1, 1995         15,741,752   $157     10,544,113     $105    $395,735   $(1,801)    $(3,000)  $(202,365)  $188,831

Common Stock
   issued in conjunction with
   incentive plans                 493,441      5              -        -         448         -           -           -        453

Common stock
   issued in conjuction with
   acquisitions                    226,665      3              -        -           -         -           -           -          3

Vesting of stock options                 -      -              -        -         940         -           -           -        940

Net loss                                 -      -              -        -           -         -           -     (16,631)   (16,631)

Accretion in liquidation value
  of preferred stock                     -      -              -        -     (13,590)        -           -           -    (13,590)
                                ----------  -----     ----------    -----    ---------    -------    -------   ---------  --------
Balance at May 31, 1996         16,461,858    165     10,544,113      105     383,533    (1,801)     (3,000)   (218,996)   160,006

Common Stock issued in
   connection with incentive
   plans                            31,026      -              -        -         132         -           -           -        132

Dividends payable on preferred
   stock                                 -      -              -        -      (8,226)        -           -           -     (8,226)

Net loss                                 -      -              -        -           -         -           -     (21,714)   (21,714)

Accretion in liquidation value
   of preferred stock                    -      -              -        -      (3,610)        -           -           -     (3,610)
                                ----------  -----     ----------     -----  ---------  ---------   --------   ----------  --------
Balance at February 28, 1997    16,492,884  $ 165     10,544,113     $ 105  $ 371,829  $ (1,801)    $(3,000)  $(240,710)  $126,588
                                ==========  =====     ==========     =====  =========  =========   ========   ==========  ========
</TABLE>



                 See notes to consolidated financial statements


                                        4





<PAGE>
<PAGE>


                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)
 <TABLE>
 <CAPTION>
                                                                                  Nine Months Ended
                                                                           --------------------------------
                                                                           February 28,        February 29,
                                                                              1997                1996
                                                                           ------------        ------------
 <S>                                                                       <C>                 <C>
 OPERATING ACTIVITIES:

    Cash received from subscribers and others                            $    124,387        $     92,747
    Cash paid to suppliers, employees and
       governmental agencies                                                  (87,907)            (55,996)
    Interest paid                                                             (14,546)            (16,063)
                                                                         -------------       -------------
       NET CASH PROVIDED BY OPERATING ACTIVITIES                               21,934              20,688
                                                                         -------------       -------------
 INVESTING ACTIVITIES:

    Proceeds from equipment sales                                               2,947                   -
    Capital expenditures                                                      (59,482)            (26,893)
    Acquisition of other assets                                                   (69)             (3,122)
    Acquisition, disposition and exchange of cellular telephone systems       (34,908)                314
    Acquistion of personal communications service license                      (2,752)            (44,656)
    Capital returned from equity investments                                    6,863               4,818
    Capital contributed to equity investments                                    (292)               (433)
                                                                         -------------       -------------
       NET CASH (USED IN) INVESTING ACTIVITIES                                (87,693)            (69,972)
                                                                         -------------       -------------
 FINANCING ACTIVITIES:

    Proceeds from long-term debt                                               40,000                   -
    Repayment of long-term debt                                               (21,000)                  -
    Debt issuance costs paid                                                     (603)               (303)
    Dividends paid                                                             (4,113)                  -
    Issuance of Class A and B common stock and treasury stock purchases           132                 460
                                                                         -------------       -------------

       NET CASH PROVIDED BY FINANCING ACTIVITIES                               14,416                 157
                                                                         -------------       -------------
 NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                  (51,343)            (49,127)

 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                67,297             121,628
                                                                         -------------       -------------
 CASH AND CASH EQUIVALENTS, END OF PERIOD                                $     15,954        $     72,501
                                                                         =============       =============
</TABLE>



                 See notes to consolidated financial statements

                                        5




<PAGE>
<PAGE>

                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (CONTINUED)
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                  Nine Months Ended
                                                                           ---------------------------------
                                                                           February 28,         February 29,
                                                                               1997                 1996
                                                                           ------------         ------------
<S>                                                                        <C>                  <C>
RECONCILIATION OF NET LOSS TO NET CASH  PROVIDED BY
    OPERATING ACTIVITIES:

    Net loss                                                             $     (21,714)       $  (19,574)
                                                                         --------------       -----------
Adjustments to reconcile net loss to net cash 
    provided by operating activities:
    
    Depreciation and amortization                                               58,966            53,574
    Minority interest in income (loss) of subsidiaries                             470              (169)
    Deferred income taxes                                                       (8,173)          (10,000)
    Equity in undistributed earnings of investee companies                     (10,873)           (7,656)
    Gain on sale of assets                                                      (2,106)           (4,176)
    Other                                                                          828               870
    Change in assets and liabilities  net of effects of acquired,
        exchanged and disposed cellular telephone systems:
           Accounts receivable - (increase)                                     (2,127)           (2,573)
           Prepaid expenses and other current assets -
              (increase)                                                        (4,196)             (599)
           Accounts payable and accrued expenses -
              increase                                                           8,825             9,369
           Customer deposits and prepayments -
              increase                                                           2,034             1,622
                                                                         --------------       -----------
    Total adjustments                                                           43,648            40,262
                                                                         --------------       -----------
Net cash provided by operating activities                                $      21,934        $   20,688
                                                                         ==============       ===========

</TABLE>


                 See notes to consolidated financial statements


                                        6



<PAGE>
<PAGE>


                   CENTENNIAL CELLULAR CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    (amounts in thousands except share data)

NOTE 1.  INTERIM FINANCIAL STATEMENTS

In the opinion of management,  the accompanying  interim unaudited  consolidated
financial  statements  contain  all  adjustments   (consisting  only  of  normal
recurring  accruals)  necessary  to present  fairly the  consolidated  financial
position of Centennial  Cellular Corp. and  Subsidiaries  (the  "Company") as of
February 28, 1997 and the results of its consolidated  operations and cash flows
for the nine  months  ended  February  28, 1997 and  February  29,  1996.  It is
suggested  that the  statements  be read in  conjunction  with the  consolidated
financial  statements  and notes thereto  included in the Company's May 31, 1996
Annual Report on Form 10-K.

NOTE 2.  CREDIT FACILITY

On September 12 ,1996,  the Company  entered into a $50,000 credit facility with
Citibank, N.A. The facility terminates on March 20, 1998.  Approximately $34,000
of the facility was used to fund the Benton Harbor,  Michigan cellular telephone
system  acquisition  (see  "Acquisitions,   Dispositions  and  Exchanges").  The
remainder will be used for working capital and general corporate  purposes.  The
interest rate payable on borrowings  under the new credit facility are based on,
at the  election  of the  Company,  (a) "Base  Rate"  plus a margin of 2% or (b)
"Eurodollar  Rate" plus a margin of 3%. The  facility is secured by the stock of
certain of the  Company's  subsidiaries  not otherwise  subject to  restrictions
under its Senior Note Indentures.  The credit facility  restricts the incurrence
of certain  additional debt of the Company,  limits the Company's ability to pay
dividends and requires that certain operating tests be met. At February 28, 1997
the Company was in compliance with the covenants of this credit facility.

NOTE 3.  REGISTRATION STATEMENTS

The  Company  filed a shelf  registration  statement  with  the  Securities  and
Exchange Commission (SEC) for up to 8,000,000 shares of its Class A Common Stock
that may be offered from time to time in  connection  with  acquisitions.  As of
April 7, 1997, 4,239,231 shares remain available for future acquisitions.

On April 5, 1995, the Company filed a shelf registration  statement with the SEC
for the  issuance  of  $500,000  of the  Company's  debt  securities.  The  debt
securities may be issued from time to time in series on terms to be specified in
one or more prospectus  supplements at the time of the offering. If so specified
with respect to any particular  series,  the debt  securities may be convertible
into shares of the Company's Class A Common Stock. As of April 7, 1997, $400,000
remain available for issuance.

NOTE 4.  PRO-FORMA INFORMATION

The summary  pro-forma  information  includes the accounts and operations of the
Company and, completed acquisitions  (purchased/exchanged  from June 1, 1995 and
completed by February 28, 1997), in each case as if such  acquisitions/exchanges
had been  consummated  as of the  beginning  of the  respective  period  for the
combined statements of operations.




                                       7

<PAGE>
<PAGE>




<TABLE>
<CAPTION>
                                                   Nine Months Ended
                                        -----------------------------------
                                        February 28,           February 29,
                                             1997                  1996
                                        --------------         ------------
<S>                                       <C>                   <C>       
           Revenues                       $108,168              $   85,486
           Net Loss                        (20,674)                (22,313)
           Loss per common share             (1.21)                 (1.20)
</TABLE>

Pro-forma  loss per common share for the nine months ended February 28, 1997 and
February 29, 1996 is  calculated  on a fully  diluted  basis using the pro-forma
average number of common shares outstanding during the period,  including common
stock equivalents.

NOTE 5.  REVENUE RECOGNITION

Cellular  telephone  service income  includes  service  revenues and charges for
installation and  connections,  net of land line charges of $20,678 and $13,743,
for the nine months ended February 28, 1997 and February 29, 1996, respectively.

NOTE 6.  LOSS PER COMMON SHARE

Loss per common share is  calculated on a fully diluted basis and includes 0 and
375,000  shares of common stock  equivalents  for the nine month  periods  ended
February 28, 1997 and February  29,  1996,  respectively.  Loss per common share
includes a charge for the accretion in liquidation  value of preferred stock and
the dividend payable on preferred stock.

NOTE 7. SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the nine months ended February 29, 1996, the Company  reclassified $2,774
of property, plant and equipment, $2,801 of goodwill, $160 of other assets, $476
of  accounts  receivable  and $672 of  accounts  payable to  cellular  telephone
license as a result of the exchange of cellular markets described at Note 8.

NOTE 8.  ACQUISITIONS, EXCHANGES, DISPOSITIONS

On June 30, 1995,  the Company  acquired  the  non-wireline  cellular  telephone
systems  serving  (a)  Newtown,  LaPorte,  Starke,  Pulaski,  Jasper  and White,
Indiana,  (b) Kosciusko,  Noble,  Steuben and Lagrange,  Indiana,  (c) Williams,
Defiance, Henry and Paulding, Ohio and (d) Copiah, Simpson, Lawrence,  Jefferson
Davis,   Walthall  and  Marion,   Mississippi,   representing  an  aggregate  of
approximately 608,100 Net Pops. The above-described systems were acquired by the
Company in exchange for the Company's  non-wireline  cellular  telephone systems
serving the Roanoke,  Virginia MSA, the Lynchburg,  Virginia MSA, North Carolina
RSA #3 and Iowa RSA #5,  representing an aggregate of approximately  644,000 Net
Pops.  Simultaneously with the consummation of the transaction  described above,
the Company  sold its 72.2%  interest  in the  non-wireline  cellular  telephone
system serving the Charlottesville,  Virginia MSA,  representing an aggregate of
approximately  94,700  Net  Pops,  for a cash  purchase  price of  approximately
$9,914. The Company recognized a gain of approximately $4,176 as a result of the
sale.

The Company was the successful  bidder for one of two Metropolitan  Trading Area
(MTA)  licenses   (granted  June  23,  1995)  to  provide   broadband   personal
communications  services in the  Commonwealth of Puerto Rico and the U.S. Virgin
Islands.  The licensed area  represents  approximately  3,623,000 Net Pops.  The
amount of the final bid submitted and paid by the Company was $54,672.




                                        8

<PAGE>
<PAGE>

On  October  31,  1995,  the  Company  acquired  (i) a  94.3%  interest  in  the
non-wireline  cellular  telephone  system serving the Lafayette,  Louisiana MSA,
representing  approximately  205,700  Net Pops,  in exchange  for the  Company's
non-wireline  cellular  telephone  system  serving the  Jonesboro,  Arkansas RSA
(comprising  approximately  205,000  Net Pops),  the  license  rights and assets
located in and  covering  the Desoto and Red River  Parishes of  Louisiana 3 RSA
(comprising  approximately  34,700  Net  Pops),  the  license  rights and assets
located  in and  covering  a section  of  Morehouse  Parish of  Louisiana  2 RSA
(comprising  approximately 24,100 Net Pops) and a cash payment by the Company of
approximately  $5,580,  subject  to  adjustment,  and (ii) an  additional  14.3%
minority interest in the Elkhart, Indiana RSA, a market in which the Company now
has a 91.4% interest and an additional 12.7% equity  investment  interest in the
Lake  Charles,  Louisiana  MSA,  a market in which the  Company  now has a 25.1%
interest, for a cash payment of approximately $2,951.

On September 12, 1996, the Company acquired,  for approximately $34,000 in cash,
100% of the  ownership  interests  in the  partnership  owning the  non-wireline
cellular  telephone  system serving the Benton Harbor,  Michigan MSA. The Benton
Harbor market represents  approximately 161,400 Net Pops.  Approximately $33,132
of the purchase price was allocated to cellular telephone license.

NOTE 9.  COMMITMENTS AND CONTINGENCIES

The Company is  controlled  by Century  through the  ownership of the  Company's
Class B Common  Stock  representing  73.6% of the voting  power and 31.8% of the
equity  of the  Company.  The  Company  and  Century  entered  into  a  Services
Agreement,  effective December 1, 1996 (the "Services  Agreement"),  pursuant to
which  Century  through  its  personnel  will  provide   design,   construction,
management,  operational,  technical and maintenance for the wireless telephone,
paging and related  systems  owned and operated by the Company (the  "Controlled
Systems").  Such services also include providing all the services  necessary for
the  monitoring,  to the  extent  possible,  of the  activities  of the  limited
partnerships in which the Company has investment  interests in such manner as to
protect the  interests of the Company.  Such  services  have  historically  been
provided to the Company by Century.  As consideration  for the services rendered
and to be rendered  under the Services  Agreement,  the Company will pay Century
the annual sum of $1,000 and will  reimburse  Century for all costs  incurred by
Century or its affiliates  (excluding the Company and its subsidiaries) that are
directly  attributable to the design,  construction,  management,  operation and
maintenance  of the Controlled  Systems or to the  performance by Century of its
other duties under the Services Agreement.

On  December  21,  1994,  the  Company  announced  that its  Board of  Directors
authorized  the  repurchase  in the  open  market  and in  privately  negotiated
transactions  from time to time,  of up to  1,000,000,  shares of Class A Common
Stock,  depending on prevailing  market  conditions.  To date, no such purchases
have been made by the Company.

The Company also plans to exercise  its right to acquire the minority  interests
held by Century  Federal,  a  subsidiary  of Century,  in the Cass and  Jackson,
Michigan  systems  for the prices  paid by  Century  Federal  for such  minority
interests   in  the   acquisitions   of  these   systems   ($2,000  and  $1,000,
respectively).  Upon completion of these transactions, the Company will own 100%
of these systems.

The Company has determined to pursue a strategy to sell or otherwise  dispose of
its equity investments in cellular telephone systems representing  approximately
1,100,000 net pops. The Company has not yet made a final determination as to the
estimated sale proceeds or the timing of such  disposition and believes that the
fair market value exceeds the net book value of the recorded assets.



                                       9

<PAGE>
<PAGE>

The  Company,   during  fiscal  1997,  made  and  withdrew  its  application  to
participate in the FCC auction of PCS frequency  blocks D and E and was refunded
its $11,000 deposit.

NOTE 10.  NEW ACCOUNTING PRONOUNCEMENTS

In October 1995, the Financial  Accounting  Standards Boards issued Statement of
Financial  Accounting  Standards  ("SFAS") No. 123,  "Accounting for Stock-Based
Compensation",  which will be adopted by the  Company in fiscal 1997 as required
by  the  statement.  The  Company  has  elected  to  continue  to  measure  such
compensation expense using the method prescribed by Accounting  Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees", as permitted by SFAS
No. 123.  When  adopted,  SFAS No. 123 will not have any effect on the Company's
financial  position or results of  operations,  but will  require the Company to
provide  expanded  disclosure  regarding its stock-based  employee  compensation
plans.

NOTE 11.  SEGMENT INFORMATION

The Company's  consolidated  financial  statements include two distinct business
segments.  The cellular telephone segment owns, operates and invests in cellular
telephone  systems  and a  specialized  mobile  radio and paging  business.  The
Company's  Puerto Rico  telecommunications  segment is in the  construction  and
start up stage.  Once  completely  operational,  the  Company  will  provide PCS
telephone  service and alternative  telephone access to Puerto Rico and the U.S.
Virgin Islands.



                                       10

<PAGE>
<PAGE>

Information about the Company's  operations in its two business segments for the
nine months ended February 28, 1997 and February 29, 1996 is as follows:

<TABLE>
<CAPTION>
                                                         Nine Months Ended
                                                    ----------------------------
                                                    February 28,    February 29,
                                                       1997            1996
                                                    ---------       ---------
<S>                                                 <C>             <C>      
Gross revenues:

       Cellular telephone                           $ 105,405       $  82,573
       Puerto Rico telecommunications                   1,493               -
                                                    ---------       ---------
                                                    $ 106,898       $  82,573
                                                    =========       =========
Operating (loss):

       Cellular telephone                           $  (9,137)      $ (16,028)
       Puerto Rico telecommunications                  (7,020)            (69)
                                                    ---------       ---------

                                                    $ (16,157)      $ (16,097)
                                                    =========       =========
Net loss:

       Cellular telephone                           $ (13,405)      $ (14,820)
       Puerto Rico telecommunications                  (8,309)         (4,754)
                                                    ---------       ---------

                                                    $ (21,714)      $ (19,574)
                                                    =========       =========
Assets, at end of period:

       Cellular telephone                           $ 675,834       $ 711,893
       Puerto Rico telecommunications                 117,438          67,364
                                                    ---------       ---------

                                                    $ 793,272       $ 779,257
                                                    =========       =========
Depreciation and amortization:

       Cellular telephone                           $  57,634       $  53,531
       Puerto Rico telecommunications                   1,332              43
                                                    ---------       ---------

                                                    $  58,966       $  53,574
                                                    =========       =========
Capital expenditures:

       Cellular telephone                           $  33,167       $  16,876
       Puerto Rico telecommunications                  26,315          10,017
                                                    ---------       ---------

                                                    $  59,482       $  26,893
                                                    =========       =========
</TABLE>


                                       11




<PAGE>
<PAGE>

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
            OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS (Dollars in thousands, except subscriber, pop and share
data)

The Company is in a highly competitive business, competing with other providers
of wireless telephone service and providers of telephone services using
different and competing technologies. Since August 1988, it has acquired
twenty-eight wireless telephone markets that it owns and manages. In addition,
on June 23, 1995, the Company acquired one of two Metropolitan Trading Areas
(MTA) licenses to provide broadband personal communications services ("PCS") in
the Commonwealth of Puerto Rico and the U.S. Virgin Islands. It also intends to
construct and operate a competitive telephone access business in the Puerto Rico
market place. Certain of the Company's operations are in a development stage,
and the Company's Puerto Rican telecommunications network is in the start-up and
construction stage. On December 12, 1996 the Company began providing PCS
telephone services in Puerto Rico. There is on-going construction to complete
the buildout of the system. The Puerto Rico PCS telephone services operations
accounted for $1,493 in revenue and had 6,900 subscribers as of February 28,
1997.

The Company must continue to adapt its business to technological and economic
changes. It is dependent on its ability to increase its number of subscribers,
net of cancellations, and to achieve acceptable revenue per subscriber levels in
increasingly competitive markets. The Company expects net losses to continue
until such time as the wireless telephone operations, the Puerto Rico
telecommunications network and related investments associated with the
acquisition, construction and development of its wireless telephone systems and
Puerto Rico telecommunications network plant generate sufficient earnings to
offset the costs of such activities. There can be no assurance that
profitability will be achieved in the foreseeable future.

The Company is highly leveraged. The Company requires substantial capital to
operate, construct, expand and acquire wireless telephone systems, to build out
its recently acquired Puerto Rico telecommunications network, and to pay debt
service and preferred stock dividends. Historically, the Company has been
dependent upon borrowings, the issuance of its equity securities and operating
cash flow to provide funds for such purposes. There can be no assurance that it
will continue to have access to such sources of funds.



                                      -12-

<PAGE>
<PAGE>

Nine Months ended February 28, 1997 and February 29, 1996

Revenue for the nine months ended February 28, 1997 was $106,898, an increase of
$24,325 or 29% over revenue of $82,573 for the nine months ended February 29,
1996, reflecting growth in subscriptions to and increased usage of wireless
telephone service. The acquisition of one wireless telephone market accounted
for approximately $2,949 or 12% of the increase in revenue. The Puerto Rico PCS
business contributed $1,493 or 6% of the increase in revenue.

Revenue from the sale of wireless telephones to subscribers for the nine months
ended February 28, 1997 increased by $152 to $2,075 or 8% as compared to the
nine months ended February 29, 1996. The increase in such revenue was due to a
larger number of telephone units sold during the current nine month period
offset, in part, by a reduction in the retail prices of wireless telephones.

Continued growth in revenue is dependent upon increased levels of wireless
subscriptions, maintenance of the current subscriber base, and the average
revenue per subscriber. Wireless subscribers at February 28, 1997 were
approximately 183,400, an increase of 44% from the 127,500 subscribers at
February 29, 1996. Increases from new activations of 89,700 and 7,500
subscribers from acquisitions were offset by subscriber cancellations of 41,300.
The cancellations experienced by the Company are primarily the result of
competitive factors. The Puerto Rico PCS business had approximately 6,900
subscribers at February 28, 1997 and, as a result, accounted for 12% of the net
increase in subscriptions.

Consolidated revenue per subscriber per month, based upon an average number of
subscribers, was $73 for the nine months ended February 28, 1997 and February
29, 1996.

The average monthly revenue per subscriber was approximately $72 in the domestic
markets, as compared to approximately $124 in the Company's Puerto Rico
operations. The Company expects that per subscriber revenues will be impacted by
competition and the expansion of its local service calling areas.

Cost of services during the nine months ended February 28, 1997 was $15,606, an
increase of $4,294 or 38% from the nine months ended February 29, 1996. The
increase was due to the variable costs associated with a larger revenue and
subscription base, to increased wireless coverage areas resulting from both the
continued expansion of the Company's network and acquisitions completed during
the fiscal year ended May 31, 1996 and the nine months ended February 28, 1997
and the commencement of PCS telephone service in Puerto Rico. Included in cost
of services during the nine months ended February 28, 1997 were $1,927 of
pre-operating costs associated with the start-up of the Company's Puerto Rico
telecommunications network.

Cost of equipment sold during the nine months ended February 28, 1997 was
$11,403, an increase of $2,943 or 35% as compared to the nine months ended
February 29, 1996. The



                                      -13-

<PAGE>
<PAGE>

primary reason was an increase in the number of telephone units sold, offset by
a decrease in the average unit cost of telephones sold.

Selling, general and administrative expenses rose to $37,080 for the nine months
ended February 28, 1997, an increase of $11,756 or 46% above the expenses of
$25,324 for the nine months ended February 29, 1996. The Company's managerial,
customer service and sales staff increased to accommodate the larger
subscription and revenue base, anticipated growth of its wireless telephone
business as well as the commencement of PCS telephone services in Puerto Rico.
Included in selling, general and administrative expenses during the nine months
ended February 28, 1997 were $5,086 of pre-operating costs associated with the
start-up of the Company's Puerto Rico telecommunications network.

The Company anticipates continued increases in the cost of services and selling,
general and administrative expenses as the growth of its existing wireless
telephone business continues. In addition, the Company expects that the
development of its recently acquired markets as well as its participation in the
Puerto Rico telecommunications network will contribute to an increased level of
expenses.

Depreciation and amortization for the nine months ended February 28, 1997 was
$58,966, an increase of $5,392 or 10% over the nine months ended February 29,
1996. The increase results from acquisitions and capital expenditures made
during fiscal 1997 and 1996 in connection with the development and network
expansion of the Company's wireless telephone systems and Puerto Rico
telecommunications network. Depreciation and amortization related to the Puerto
Rico PCS business was $1,289 or 24% of the increase.

The operating loss for the nine months ended February 28, 1997 was $16,157, an
increase of $60 or 0.4% from the loss of $16,097 for the nine months ended
February 29, 1996.

During the nine months ended February 29, 1996, the Company sold its 72.2%
interest in the non-wireline wireless telephone system serving the
Charlottesville, VA MSA for a cash purchase price of approximately $9,914. The
Company recognized a gain of $4,176 as a result of the sale (see "Acquisitions,
Exchanges, and Dispositions").

Interest expense was $23,598 for the nine months ended February 28, 1997, a
decrease of $1,195 or 5% from the nine months ended February 29, 1996. The
decline in interest expense is the result of the capitalization of $2,752 of
interest charges related to the acquisition cost of the Company's Puerto Rico
PCS license during the pre-operational stage of this business. Gross interest
costs for the nine months ended February 28, 1997 and February 29, 1996 were
$26,350 and $24,793, respectively. The increase reflects additional borrowings
for acquisitions, working capital and debt service. The average debt outstanding
during the nine months ended February 28, 1997 was $369,000, an increase of
$19,000 as compared to the average debt level of $350,000 during the nine months
ended February 29, 1996. The Company's weighted average interest rate decreased
to 9.4% for the nine months ended February 28, 1997 from 9.5% for the nine
months ended February 29, 1996.



                                      -14-

<PAGE>
<PAGE>

After income attributable to minority interests in subsidiaries for the nine
months ended February 28, 1997, a pretax loss of $27,246 was incurred, as
compared to a pretax loss of $28,847 for the nine months ended February 29,
1996. The income tax benefit of $5,532 for the nine months ended February 28,
1997 represents a reduction of the deferred tax liability by the tax effect of
the current period losses of the Company, offset by current state and local
taxes for the period. The tax benefits are non-cash in nature.

The net loss of $21,714 for the nine months ended February 28, 1997 represents
an increase of $2,140 or 11% from the net loss of $19,574 for the nine months
ended February 29, 1996.

Three Months Ended February 28, 1997 and February 29, 1996

Revenue for the three months ended February 28, 1997 was $39,174, an increase of
$11,236 or 40% over the three months ended February 29, 1996, reflecting growth
in subscriptions and increased usage of wireless telephone service. In addition,
the acquisition of one wireless telephone market accounted for approximately
$2,137 of the increase in revenue. The Puerto Rico PCS business contributed
$1,493 or 13% of the increase in revenue.

Revenue from the sale of wireless telephones to subscribers for the three months
ended February 28, 1997 increased by $53 to $676 or 9% as compared to the three
months ended February 29, 1996. The increase in such revenue was due to a larger
number of telephone units sold during the current three month period offset by a
reduction in the retail pricing of telephones.

Consolidated revenue per subscriber per month, based upon an average number of
subscribers for the three months ended February 28, 1997 was $72 as compared to
$69 for three month period ended February 29, 1996.

The average monthly revenue per subscriber was approximately $71 in the domestic
markets as compared to approximately $124 in the Company's Puerto Rico
operations. The Company expects that per subscriber revenues will be impacted by
competition and the expansion of its local service calling areas.

Cost of services during the three months ended February 28, 1997 was $5,913, an
increase of $1,839 or 45% compared to the three months ended February 29, 1996.
The reason for the increase was due, in part, to the variable costs associated
with a larger revenue and subscription base, increased wireless coverage areas
resulting from both the continued expansion of the Company's network and
acquisitions completed during the fiscal year ended May 31, 1996 and the nine
months ended February 28, 1997, and the commencement of PCS telephone service in
Puerto Rico. Included in cost of services during the three months ended February
28, 1997 were $846 of pre-operating costs associated with the start-up of the
Company's Puerto Rico telecommunications network.

Cost of equipment sold during the three months ended February 28, 1997 was
$4,734, an increase of $1,573 or 50% as compared to the three months ended
February 29, 1996. The


                                      -15-

<PAGE>
<PAGE>

primary reason for the increase was an increase in the number of units sold,
offset by a decrease in the average unit cost of telephones sold.

Selling, general and administrative expenses rose to $15,398 for the three
months ended February 28, 1997, an increase of $6,157 or 67% above the $9,241
during the three months ended February 29, 1996. The Company's managerial,
customer service and sales staff increased to accommodate the current and
anticipated growth of its wireless telephone business. Secondarily, variable
costs rose in association with a larger revenue base and acquisitions made
during fiscal 1996 and the nine months ended February 28, 1997 and the
commencement of PCS telephone services in Puerto Rico. Included in selling,
general and administrative expense during the three months ended February 28,
1997 were $3,147 of pre-operating costs associated with the start up of the
Company's Puerto Rico telecommunications network.

Depreciation and amortization for the three months ended February 28, 1997 was
$21,175, an increase of $3,142 or 17% over the three months ended February 29,
1996, resulting from completed acquisitions as well as capital expenditures made
during fiscal 1996 and the first nine months of fiscal 1997 in connection with
the development of the Company's wireless telephone systems. The PCS business in
Puerto Rico accounted for 41% of the increase.

The operating loss for the three months ended February 28, 1997 was $8,046, an
increase of $1,475 or 22% above the three months ended February 29, 1996.

Interest expense was $8,839 for the three months ended February 28, 1997, an
increase of $597 or 7% from the comparable period in the prior year. The
increase in interest expense is the result of interest charged on additional
borrowings for acquisitions, capital expenditures, working capital and debt
service. The average debt outstanding during the three months ended February 28,
1997 was $376,444, an increase of $26,444 as compared to average debt
outstanding of $350,000 during the three months ended February 29, 1996. The
Company's weighted average interest rate decreased to 9.2% for the three months
ended February 28, 1997 from 9.5% for the three months ended February 29, 1996.

After income attributable to minority interests in subsidiaries for the three
months ended February 28, 1997, a pretax loss of $12,244 was incurred, as
compared to a pretax loss of $12,528 for the three months ended February 29,
1996. The income tax benefit of $2,758 for the three months ended February 28,
1997 represents an adjustment of the deferred tax liability by the tax effect of
the current period losses of the Company, offset by current state and local
taxes for the period. The tax benefits are non-cash in nature.

The net loss for the three months ended February 28, 1997 of $9,486 represents
an increase of $679 or 8% from the net loss of $8,807 for the three months ended
February 29, 1996.


                                      -16-

<PAGE>
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended February 28, 1997, earnings were less than fixed
charges by $29,528. Fixed charges consist of interest expense, including
amortization of debt issue costs and capitalized interest, preferred stock
dividends, and the portion of rents deemed representative of the interest
portion of leases. The amount by which earnings were less than fixed charges
reflects non-cash charges of $58,966 relating to depreciation and amortization.

As of February 28, 1997, the Company had $151,697 of property, plant and
equipment (net) placed in service. During the nine months ended February 28,
1997, the Company made capital expenditures of $59,482, primarily to continue
the construction of recently acquired wireless telephone systems and its Puerto
Rico telecommunications network, the expansion of the coverage areas of existing
properties and the upgrade of its cell site and call switching equipment. During
the nine months ended February 28, 1997, the buildout of the Company's Puerto
Rico telecommunications network required capital expenditures of $26,315 or 44%
of the Company's total capital expenditures. The Company's future commitments
for such property and equipment include the addition of cell sites to expand
coverage, as well as enhancements to the existing infrastructure of its wireless
systems. During the twelve month period ending May 31, 1997, the Company
anticipates wireless capital expenditures in its domestic cellular markets of
approximately $40,000. The Company currently estimates that the remaining cost
to build out the infrastructure of its PCS network will be approximately $45,000
to be expended through fiscal 1998. The Company is exploring various sources of
external financing including, but not limited to, bank financing, joint
ventures, partnerships and placement of debt or equity securities of the
Company.

In this regard, on September 12, 1996, the Company entered into a $50,000 credit
facility with Citibank N.A. (the "Credit Facility"). The facility terminates on
March 20, 1998. Subject to the completion of formal documentation, the Company
has agreed with Citibank to extend this credit facility to September 2000. The
Company expects the amendment giving effect to this extension to close during
the fourth quarter of fiscal 1997. Approximately $34,000 of the facility was
used to fund the Benton Harbor, Michigan wireless telephone system acquisition
(see "Acquisitions, Exchanges and Dispositions"). The remainder will be used for
working capital and general corporate purposes. The interest rate payable on
borrowings under the credit facility is based, at the election of the Company,
on (a) the Base Rate, as defined, plus a margin of 2% or (b) the Eurodollar Base
Rate, as defined, plus a margin of 3%. The facility is secured by the pledge of
the stock of certain of the Company's subsidiaries not otherwise restricted by
its Senior Note Indentures. These include the subsidiaries which operate the
Puerto Rico telecommunications network and the Benton Harbor system. The
facility is further guaranteed by certain subsidiaries holding investment
interests. The credit facility restricts the incurrence of certain additional
debt of the Company and limits the Company's ability to pay dividends. The
Company is in compliance with all covenants of the facility.

Additionally, a subsidiary of the Company which is engaged in the ownership and
operation of the PCS business in Puerto Rico has agreed to enter into a
four-year $130,000 revolving credit facility with Citibank, N.A. which converts
into a four year term loan. The principal use of



                                      -17-

<PAGE>
<PAGE>

proceeds will be to fund the buildout of the Company's PCS business in Puerto
Rico. The proposed facility will restrict the use of borrowings, limits the
amount of long-term indebtedness in relation to the PCS business in Puerto Rico,
requires the maintenance of certain minimum annualized cash flows (as defined)
and subscribers, and requires the maintenance of certain ratios of operating
cash flow to debt service and total outstanding debt to operating cash flow, all
of the above relating only to the PCS business in Puerto Rico. The terms of the
proposed facility will also require the PCS business in Puerto Rico to meet and
maintain certain financial and operating covenants and achieve performance
requirements including minimum subscriber levels. Failure to satisfy such
covenants would constitute a default under the facility in which event Citibank,
N.A. could accelerate all amounts outstanding thereunder, and exercise certain
other rights and remedies as a secured creditor. The proposed facility will be
non-recourse to the Company.

The Company has outstanding two classes of preferred stock which are held by
Citizens Utilities Co. (Citizens) and Century Communications Corp. (Century).
The preferred stock issues carried no cash dividend requirements through August
31, 1996 but accreted liquidation preference and redemption value at the rate of
7.5% per annum, compounded quarterly, until then. The fully accreted liquidation
preference and redemption value of the shares held by Citizens and Century at
August 31, 1996 was $186,287 and $7,252, respectively. Beginning September 1,
1996, the holders of the preferred stock are entitled to receive cash dividends
at the rate of 8.5% per annum. Assuming no change in the number of shares of
such classes outstanding, the annual dividend payments, commencing in fiscal
1997, to be made with respect to the preferred stock will be $15,834 and $616,
respectively. Both classes of preferred stock are subject to mandatory
redemption in fiscal 2007. Any unpaid dividends continue to accumulate without
additional cost to the Company. On December 19, 1996, the Company paid cash
dividends to Citizens and Century of $3,959 and $154, respectively, and during
March 1997, declared the second quarterly dividend to Citizens and Century. The
Company will determine, from time to time, the timing, amount, or distribution
(if any) of additional preferred stock dividends.

In order to meet its obligations with respect to its operating needs, capital
expenditures, debt service and preferred stock obligations, it is important that
the Company continue to improve operating cash flow. In order to do so, the
Company's revenue must increase at a faster rate than operating expenses.
Increases in revenue will be dependent upon continuing growth in the number of
subscribers and maximizing revenue per subscriber. The Company has continued the
development of its managerial, administrative and marketing functions, and is
continuing the construction of wireless systems in its existing and recently
acquired markets in order to achieve these objectives. There is no assurance
that growth in subscribers or revenue will occur. In addition, the Company's
participation in the Puerto Rico telecommunications business is expected to be
capital intensive, requiring additional network buildout costs of approximately
$45,000 during fiscal 1997 and 1998. Further, due to the start-up nature of the
Puerto Rico telecommunications network, the Company expects that it will require
additional cash investment to fund its operations over the next several years.
The Puerto Rico telecommunications network is expected to be highly competitive
with the two existing wireless telephone providers, as well as the other Puerto
Rico telecommunications license holders.




                                      -18-

<PAGE>
<PAGE>

There is no assurance that the Puerto Rico telecommunications network will
generate cash flow or reach profitability. Even if the Company's operating cash
flow increases, it is anticipated that cash generated from the Company's
wireless telephone operations and Puerto Rico telecommunications network will
not be sufficient in the next several years to cover interest, the preferred
stock dividend requirements that commenced in fiscal 1997 and required capital
expenditures.

The Company anticipates that shortfalls may be made up either through debt and
equity issuances or additional financing arrangements that may be entered into
by the Company. Although to date the Company has been able to obtain such
financing on satisfactory terms, there can be no assurance that this will
continue to be the case in the future.

The Company has filed a shelf registration statement with the Securities and
Exchange Commission (SEC) for up to 8,000,000 shares of its Class A Common Stock
that may be offered from time to time in connection with acquisitions. The
registration statement was declared effective by the SEC on July 7, 1994. As of
February 28, 1997, 4,239,231 shares remain available for future acquisitions.

The Company has filed a shelf registration statement with the SEC for the
issuance of $500,000 of the Company's debt securities which was declared
effective by the SEC on April 6, 1995. The debt securities may be issued from
time to time in series on terms to be specified in one or more prospectus
supplements at the time of the offering. If so specified with respect to any
particular series, the debt securities may be convertible into shares of the
Company's Class A Common Stock. As of February 28, 1997, $400,000 remained
available for issuance.

Although the net cash provided by operating activities for the nine months ended
February 28, 1997 was not sufficient to fund the Company's expenditures for
property, plant and equipment of $59,482, funds required were available from
cash on hand. The principal source of such cash was financing activities
completed in prior fiscal years. The Company will continue to rely on various
financing activities to fund these requirements.

ACQUISITIONS, EXCHANGES AND DISPOSITIONS

The Company's primary acquisition strategy is to acquire controlling ownership
interests in wireless systems serving markets contiguous or proximate to its
current markets. The Company's strategy of clustering its wireless operations in
contiguous and proximate geographic areas enables it to achieve operating and
cost efficiencies as well as joint advertising and marketing benefits.
Clustering also allows the Company to offer its subscribers more areas of
uninterrupted service as they travel through an area or state. In addition to
expanding its existing clusters, the Company may also seek to acquire interests
in wireless systems in other geographic areas. The Company may also pursue other
communications businesses related to its wireless telephone and other mobile
service operations, as well as other communications businesses it determines to
be desirable. The consideration for such acquisitions may consist of equity
securities of the Company, cash, debt or a combination thereof.


                                      -19-

<PAGE>
<PAGE>

On September 12, 1996, the Company acquired for approximately $34,000 in cash,
100% of the ownership interests in the partnership owning the non-wireline
cellular telephone system serving the Benton Harbor, Michigan MSA. The Benton
Harbor market represents approximately 161,400 Net Pops. ANet Pops@ means a
market's Pops multiplied by the percentage interest that Centennial owns in an
entity licensed by the FCC to construct or operate a cellular telephone system
(or to provide personal communications services) in that market and APops@ means
the population of a market based upon the final 1990 Census Report of the Bureau
of the Census, United States Department of Commerce.

On October 31, 1995, the Company acquired (i) a 94.3% interest in the
non-wireline cellular telephone system serving the Lafayette, Louisiana MSA,
representing approximately 205,700 Net Pops, in exchange for the Company's
non-wireline cellular telephone system serving the Jonesboro, Arkansas RSA
(comprising approximately 205,000 Net Pops), the license rights and assets
located in and covering the Desoto and Red River Parishes of Louisiana 3 RSA
(comprising approximately 34,700 Net Pops), the license rights and assets
located in and covering a section of Morehouse Parish of Louisiana 2 RSA
(comprising approximately 24,100 Net Pops) and a cash payment by the Company of
approximately $5,580, subject to adjustment, and (ii) an additional 14.3%
minority interest in the Elkhart, Indiana RSA, a market in which the Company now
has a 91.4% interest and an additional 12.7% equity investment interest in the
Lake Charles, Louisiana MSA, a market in which the Company now has a 25.1%
interest, for a cash payment of approximately $2,951.

On June 30, 1995, the Company acquired the non-wireline cellular telephone
systems serving (a) Newtown, LaPorte, Starke, Pulaski, Jasper and White,
Indiana, (b) Kosciusko, Noble, Steuben and Lagrange, Indiana, (c) Williams,
Defiance, Henry and Paulding, Ohio and (d) Copiah, Simpson, Lawrence, Jefferson
Davis, Walthall and Marion, Mississippi, representing an aggregate of
approximately 608,100 Net Pops. The above-described systems were acquired by the
Company in exchange for the Company's non-wireline cellular telephone systems
serving the Roanoke, Virginia MSA, the Lynchburg, Virginia MSA, North Carolina
RSA #3 and Iowa RSA #5, representing an aggregate of approximately 644,000 Net
Pops. Simultaneously with the consummation of the transaction described above,
the Company sold its 72.2% interest in the non-wireline cellular telephone
system serving the Charlottesville, Virginia MSA, representing an aggregate of
approximately 94,700 Net Pops, for a cash purchase price of approximately
$9,914, subject to adjustment. The Company recognized a gain of approximately
$4,176 as a result of the sale.

The Company was the successful bidder for one of two Metropolitan Trading Area
(MTA) licenses (granted June 23, 1995) to provide broadband personal
communications services in the Commonwealth of Puerto Rico and the U.S. Virgin
Islands. The licensed area represents approximately 3,623,000 Net Pops. The
amount of the final bid submitted and paid by the Company was $54,672.

The Company has determined to pursue a strategy to sell or otherwise dispose of
substantially all of its equity investments in cellular telephone systems
representing approximately 1,100,000 Net Pops and has retained an investment
banker to assist it in such disposition. The


                                      -20-

<PAGE>
<PAGE>

Company has not yet made a final determination as to the estimated sale proceeds
or the timing of such disposition.

COMMITMENTS AND CONTINGENCIES

On December 21, 1994, the Company announced that its Board of Directors
authorized the repurchase in the open market and in privately negotiated
transactions, from time to time, of up to 1,000,000 shares of Class A Common
Stock, depending on prevailing market conditions. The Company has made no such
purchases to date.

The Company also plans to exercise its right to acquire the minority interest
held by Century in the Cass and Jackson, Michigan systems from Century for the
prices paid by Century for such minority interests in the acquisition of such
systems ($2,000 and $1,000, respectively). Upon completion of these
transactions, the Company will own 100% of these systems.

The Company entered into similar letter agreements relating to the operation of
cellular telephone systems in Elkhart, Fort Wayne and South Bend, Indiana,
Battle Creek and Kalamazoo, Michigan, and Roanoke, Virginia. Under the terms of
these letter agreements, a management company assisted the Company in managing
the daily operations of these cellular telephone systems. In accordance with the
terms of the letter agreements, the Company terminated the management company
effective June 4, 1990. Under the particular letter agreements the terminated
management company is entitled to a 5% carried interest as defined in the
particular letter agreements, up to and through December 31, 1996 at which time
the carried interest percentage may be put to the Company. During September
1992, all of the management company's rights pursuant to the letter agreements
were acquired by Century for a purchase price of $2,200, which was reflected as
an adjustment to the purchase price.

The Company also plans to participate in the alternative access business in
Puerto Rico pursuant to FCC requirements for interstate service and pursuant to
an authorization issued to the Company in December 1994 by the Public Service
Commission of the Commonwealth of Puerto Rico for intrastate service.

The Company has withdrawn its application to participate in the auction of PCS
frequency blocks D and E and was refunded its $11,000 deposit.

The Company is controlled by Century through the ownership of the Company's
Class B Common Stock representing 73.6% of the voting power and 31.8% of the
equity of the Company. The Company and Century entered into a Services
Agreement, effective August 31, 1996 (the "Services Agreement"), pursuant to
which Century through its personnel will provide such design, construction,
management, operational, technical and maintenance services to the Company as
may be necessary, or as Century determines may be appropriate, for the wireless
telephone, paging and related systems owned and operated by the Company (the
"Controlled Systems"). Such services have historically been provided to the
Company by Century. As consideration for the services rendered and to be
rendered under the Services Agreement, the Company will pay Century the annual
sum of $1,000 plus direct out of pocket expenses. The Services Agreement has a
term of five years but Centennial may, in its discretion, terminate the
agreement at the end of each year during the five year term.



                                      -21-

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                                    * * * * *


Management's Discussion and Analysis of Results of Operations and Financial
Condition contains forward-looking statements that involve risks and
uncertainties. Such statements are based on management's current expectations
and are subject to a number of factors and uncertainties which could cause the
Company's performance and the other matters discussed in the forward-looking
statements to differ significantly from that discussed in the forward-looking
statements.


                                      -22-






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ITEM 5. Other Information

BENTON HARBOR ACQUISITION

On September 12, 1996, the Company acquired for  approximately  $34,000 in cash,
100% of the  ownership  interest  in the  partnership  owning  the  non-wireline
cellular  telephone  system serving the Benton Harbor,  Michigan MSA. The Benton
Harbor market represents approximately 161,400 Net Pops.

NEW CREDIT FACILITY

On September 12 ,1996,  the Company  entered into a $50,000 credit facility with
Citibank,  N.A.  The  facility  terminates  on March 20,  1998.  Subject  to the
completion  of formal  documentation,  the  Company  has  agreed  to extend  the
termination  date to September 2000.  Approximately  $34,000 of the facility was
used to fund the Benton Harbor,  Michigan cellular  telephone system acquisition
(see "Benton Harbor Acquisition"  above). The remainder will be used for working
capital and general corporate purposes.  The interest rate payable on borrowings
under the credit  facility is based at the election of the Company,  on, (a) the
Base  Rate as,  defined,  plus a margin  of 2% or (b) the  Eurodollar  Rate,  as
defined, plus a margin of 3%. The facility is secured by the stock of certain of
the Company's  subsidiaries  not  otherwise  subject to  restrictions  under its
Senior Note Indentures.  The credit facility restricts the incurrence of certain
additional debt, limits the Company's ability to pay dividends and requires that
certain operating tests be met.

REGULATORY MATTERS

In implementing the  Telecommunications Act of 1996 (the "1996 Act"), the FCC is
pursuing a  "competitive  trilogy"  which  includes  interconnection,  universal
service  and  access  charges.  As to the first of these  matters,  the 1996 Act
imposes interconnection  obligations on all telecommunications carriers in order
to facilitate the entry of new  telecommunications  providers.  This requirement
has the  potential of realizing  benefits for the  Company's  cellular,  PCS and
other telecommunications  businesses. In August 1996, the FCC released its First
Report and Order implementing this statutory  requirement.  The numerous appeals
from the FCC's decision have been  consolidated in the U.S. Court of Appeals for
the Eighth  Circuit.  On October 15, 1996, the court stayed,  pendente lite, the
effect of the proposed  pricing  provisions and the rule permitting a requesting
carrier to pick and choose the best terms previously obtained by other carriers.
On November 1, 1996 the stay was modified to permit certain of the pricing rules
governing  reciprocal  compensation  arrangements  to go into effect.  Documents
relating  to the  other two parts of the  "competitive  trilogy"  have also been
released.  In the case of universal  service,  a  Recommended  Decision has been
released by the Federal State Joint Board on Universal Service. The FCC has also
released a Notice of Proposed Rulemaking,  Third Report and Order, and Notice of
Inquiry in connection  with access charge reform and related rate  structure and
pricing issues. These proceedings are ongoing at the FCC.

On September 12, 1996, the Puerto Rico Telecommunications Act of 1996 was signed
into law by the  Governor of the  Commonwealth  of Puerto  Rico.  On October 17,
1996,  the Company filed with the FCC a petition  seeking a  declaratory  ruling
that this statute,  either in whole or in specified  part,  was preempted by the
Communications  Act of 1934, as amended.  Similar  petitions  were  subsequently
filed with the FCC by two other telecommunications  carriers operating in Puerto
Rico. These petitions remain pending at the FCC.

On December 11, 1996, the Telecommunication Regulatory Board of Puerto Rico (the
"Board" ) assumed jurisdiction over all intra-island telecommunications matters.
This marks a significant departure from the past when the Company's intra-island
telecommunications  operations were regulated by the Puerto Rico Public Services
Commission and the intra-island telecommunications operations of the Puerto Rico
Telephone  Company  ("PRTC"),   the  incumbent  local  exchange  carrier,   were
effectively unregulated. On December 26, 1996, the Company, on behalf of its PCS
subsidiary,  filed a petition  with the Board  seeking  arbitration  of the many
unresolved  issues  in the  negotiation  with  PRTC for  interconnection  of the
Company's PCS network with PRTC's  landline  telephone  network.  On January 21,
1997,  Lambda  Communications,  Inc., a wholly owned



                                       23

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subsidiary of the Company,  filed a petition with the Board seeking  arbitration
of the many unresolved  issues in the negotiation with PRTC for  interconnection
of the Company's fiber optic network with PRTC's landline telephone network. The
two  petitions  were  substantially  consolidated  by the  arbitrator  and after
several  sessions with the  arbitrator and PRTC, a subsidiary of the Company and
Lambda  successfully  negotiated  interconnection  agreements with PRTC covering
most of the unresolved issues. Those agreements have been approved by the Board.


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                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

April 9, 1997

                                            CENTENNIAL CELLULAR CORP.

                                            /s/ Scott N. Schneider
                                            -----------------------------------
                                            Scott N. Schneider
                                            Senior Vice President and Treasurer
                                            (Principal Financial Officer)



                                       25

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ITEM 6. Exhibits and Report on Form 8-K

        a) Exhibits

             Exhibit 10  Services Agreement between Century Communications Corp.
                         and Centennial Cellular Corp.
             Exhibit 11  Statement re  computation of per share earnings
             Exhibit 27  Financial data schedule  (EDGAR filing document only)

        b)   Reports on Form 8-K

             None.




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